EXHIBIT 10.81
FIFTH AMENDMENT TO
AMENDED AND RESTATED
CREDIT AGREEMENT,
AND MODIFICATION
OF THIRD AND FOURTH AMENDMENTS
XXXXXX CORPORATION ("Xxxxxx"), a Delaware corporation, its wholly-owned
subsidiary XXXXXX MANUFACTURING CORPORATION ("BMC"), a Delaware corporation,
each with a principal place of business at 000 Xxxxxxxxx Xxxx, X.X. Xxx 000,
Xxxxxxxx, Xxx Xxxxxxxxx 00000, its wholly-owned subsidiary XXXXXX TRANSPORTATION
PRODUCTS, INC. ("BTP"), a Delaware corporation, with its principal place of
business at 000 Xxxx Xxxx, Xxxxxxxx, Xxxx 00000, and BAYBANK, a Massachusetts
trust company, with its principal place of business at 0 Xxx Xxxxxxx Xxxxxxxxx
Xxxx, Xxxxxxxxxx, Xxxxxxxxxxxxx 00000, (the "Bank") hereby agree to further
amend that certain Amended and Restated Credit Agreement dated as of July 29,
1994 among Xxxxxx, BMC, BTP and the Bank, as previously amended by a First
Amendment dated as of September 20, 1994, a Second Amendment dated as of April
6, 1995, a Third Amendment dated as of May 12, 1995 and a Fourth Amendment dated
as of July 28, 1995 (the "Credit Agreement"). Terms defined in the Credit
Agreement shall have the same meaning herein as in the Credit Agreement.
Xxxxxx, BMC, BTP and the Bank agree that Section 1.7 of the Credit
Agreement is hereby amended by deleting subsection 1.7(c) and substituting
therefor the following:
(c) Interest on the Revolving Credit (including
Fixed Maturity Carve Out Loan).
(1) Prime Rate Advances. Prime Rate
Advances under the Revolving Credit shall bear interest at the
Prime Rate plus 1/4 of 1%.
(2) Eurodollar Advances. Eurodollar
advances shall bear interest at the Eurodollar Rate plus 2.25%
payable at the end of each Interest Period, which shall be
one, two or three months as selected by the Borrower.
The Bank and the Borrowers also agree that (a) the Third Amendment to
the Credit Agreement shall be amended by the substitution of "September 30,
1995" for "August 31, 1995" in the penultimate paragraph and (b) the Fourth
Amendment to the Credit Agreement shall be amended by substitution of "September
30, 1995" for "August 31, 1995" in the third to last paragraph.
This Amendment may be executed in several counterparts, each of which
shall be an original, and with the same effect as if signatures thereto were all
upon the same instrument.
IN WITNESS WHEREOF, the parties have caused this Amendment to be
executed by their duly authorized representatives as of September 1, 1995.
BAYBANK XXXXXX CORPORATION
By: /s/ Xxxxx X. Xxxx By: /s/ Xxxxxxx X. Xxxxxxx
Vice President
XXXXXX MANUFACTURING
CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxx
XXXXXX TRANSPORTATION
PRODUCTS, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
